XML 30 R19.htm IDEA: XBRL DOCUMENT v3.23.2
BUSINESS ACQUISITIONS
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
On May 1, 2023, the Company completed the acquisition of Florida Valve EMD, a leading provider of valve and related products and services for the municipal water markets in the State of Florida. Florida Valve EMD is included within our IPS business segment. Total consideration for the transaction was approximately $3.0 million, funded with a mixture of cash on hand of $2.6 million and future consideration of $0.3 million. Goodwill for the transaction totaled approximately $2.0 million.

On May 1, 2023, the Company completed the acquisition of Riordan, a leading provider of products for water treatment, wastewater treatment, odor control, solids handling, pumping and bio solid processes in the States of Maryland, New Jersey, Pennsylvania, Delaware and Virginia. Riordan is included within our IPS business segment. Total consideration for the transaction was approximately $8.4 million, funded with a mixture of cash on hand of $6.2 million and future consideration of $2.2 million. Goodwill for the transaction totaled approximately $5.9 million.

In aggregate, the acquisition-date fair value of the consideration transferred for the two businesses totaled $11.3 million, which consisted of the following (in thousands):

 Purchase Price Consideration
Cash payments $8,844 
Future consideration2,498 
Total purchase price consideration $11,342 
Pro forma results of operations information have not been presented, as the effect of the recent acquisitions is not material. The operating results of Riordan and Florida Valve EMD are included within the Company's consolidated statements of operations since the acquisition date of May 1, 2023 and were not material for the six months ended June 30, 2023. Pursuant to US GAAP, costs incurred to complete the acquisitions as well as costs incurred to integrate into the Company’s operations are expensed as incurred. Transaction-related costs incurred, which are included within Selling, general, and administrative expenses in the consolidated statements of operations, were not material for the six months ended June 30, 2023.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

Amount
Cash$352 
Accounts receivable2,236 
Inventory355 
Other current assets134 
Non-compete agreements595 
Customer relationships1,708 
Property and equipment41 
Other assets
Assets acquired5,426 
Current liabilities assumed(1,395)
Other long term liabilities(23)
Deferred tax liability(538)
Net assets acquired3,470 
Total Consideration11,342 
Goodwill$7,872 


Of the $2.3 million of acquired intangible assets, $0.6 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, coinciding with the terms of the agreements. In addition, $1.7 million was assigned to customer relationships and will be amortized over a period of 8 years. The goodwill total of approximately $7.9 million is attributable primarily to expected synergies and the assembled workforce of each entity and is generally not deductible for tax purposes.
The Company recognized approximately $400 thousand of acquisition related costs that were expensed in the current period. These costs are included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income in Selling, General and Administrative costs.